Profusa, Inc. has entered into amendments to its senior secured convertible promissory notes issued to Ascent Partners Fund LLC. The amendments, dated October 4, 2026, affect two specific notes issued in April 2026, while leaving other outstanding notes under the Securities Purchase Agreement unchanged.
The amended notes, originally issued on April 2, 2026, for $555,555.55, and April 20, 2026, for $1,111,111.11, now have a new conversion price structure. The previous fixed price of $0.50 per share has been removed. Instead, the new conversion price is the greater of $1.20 or 95% of the lowest daily volume-weighted average price (VWAP) of the company’s common stock over the five trading days preceding the conversion date. This new price is subject to a minimum floor price of $0.338 per share.
Additionally, the company has waived anti-dilution provisions for three other notes issued in August and September 2026. These waivers apply to Sections 5(b) and 5(c) of those agreements, which previously governed adjustments to conversion prices and rates in response to subsequent equity sales.
The amendments do not constitute a novation or waive any defaults. The company reaffirmed its guarantees and liability obligations, and Ascent waived claims and losses against the company and its related parties.
